Spider Man: From The Inside Out
by newbienovelistRD
Summary: Being a superhero has its pros and cons. One of the cons for Spider Man is attracting negative attention...
1. Chapter 1

**guestsurprise's Special Note: This story is loosely based on characters from the Spiderman Homecoming movie. However, this is an AU universe so things will definitely be different from the movie. I wanted to explain this first so that no one will be confused.**

* * *

It had been six months since his fight with the Vulture and Peter knew that he would be satisfied with staying at home and being with his friends. But after a while, he felt bored again.

Currently, Peter was slumping down in his seat as he looked at the teacher at the front of the class. He was very agitated because he felt like he was once again in a rut. He wanted to fight with the Avengers again and he learned that Tony was really going to accept him into their group!

"Why do things like this always happen to me," he whined, now slumping down even more.

"What things?" Ned asked, now looking over at him.

"Now I feel like I'm in a rut again," Peter said.

"Could you be feeling this way because Liz moved away?" Ned said, knowing how Peter felt. He felt like she could have been the one but he knew it wasn't to be.

"No." Peter said, trying to forget her. But something was just frustrating about the entire day. He wanted to reverse the clock, get Liz back, and join the Avengers formally.

As the two were talking, he noticed a tall and muscular looking guy with dark red/auburn hair come into the room. His hair looked like it was cut in a bob-like style, but definitely masculine. It was semi-longer in the front and shorter in the back. His eyes were a lime green color. As he walked in, he spoke to the professor and was assigned a seat in only a few minutes. As he walked over, he sat across the room from Peter and Ned.

"Who is that?" Peter asked.

"Not sure. But I heard we were getting some new students from the other part of town," Ned said. "Ever since that fight with those robots and aliens, many schools have been destroyed."

As the guy sat down and ran his hands through his hair, it wasn't long before Flash and the others began introducing themselves. Peter rolled his eyes and looked at Ned.

"Great. It won't be long before we have another jock," Peter said, now standing up to go to the restroom. As he tried to cross the room, Flash stuck his foot out and Peter almost fell flat on his face. But his arm was caught by someone.

"Careful." A voice said. He looked up and saw it was the new guy. "You could've broken your nose kid."

"Kid? We're in the same grade," Peter huffed, now standing up and dusting himself off. The red head chuckled and helped him up.

"I'm Nace," he grinned.

"Peter," Peter replied, his pride still wounded from the ungraceful fall.

"You should be more careful Parker," Flash smirked, now looking the other way.

Peter angrily dusted himself off and then walked towards the door to go to the restroom.

After school…

Peter walked the dark alleyways and was going to go on patrol for the night. He needed to clear his head. He was just about to change when he heard laughter. Curious, he followed it and saw the new guy and the others messing with the girls. All of them were having fun, but this made Peter jealous.

"How is the new guy popular and he has only been at school for 24 hours?" Peter huffed, now walking away angrily down the ally. As he was getting farther and farther away, he heard screaming and terror. His eyes widened in horror and he quickly changed into his Spiderman suit. He began swinging quickly, hoping he wasn't too late!

As he arrived, he saw a building was burning and there was someone trapped inside. He flung through the window and saw it was a young lady. She was out cold and definitely looked injured. As he tried to get through the fire, his eyes shot open as he saw a figure picking her up and gently fingering at the necklace around her neck. The figure then took the necklace off her and then began heading towards the open window.

"HEY! YOU! DROP HER!" He yelled in terror. The figure turned and let out a cackle and it sent shivers up his spine.

"What's the matter Spider boy!" he cackled. "Too hot for you?!"

"What in the world are you?!" Peter said, now horrified at its' cold dark eyes and the large gruesome teeth that were smiling at him.

"Why I'm Carnage! Have you not heard of me?! Pity…let me introduce myself!" the monster laughed. At that moment, he threw a large wooden post that was covered in fire.

"GAH!" He yelped, now feeling the post burn him. He then saw Carnage drop the woman to the floor and take off out he window.

"Creep," Peter hissed, now running and picking her up and carrying her out. He knew about Venom already. He and Eddie Brock used to be friends in the past, but when things went bad, Eddie took on the symbiote Venom and did everything to make his life miserable. Ever since he helped the Avengers, he had heard nothing about Venom causing trouble. But where did this Carnage come from?! He looked like Venom was he wasn't black and his voice was different.

"Something tells me things are going to get even worse," Peter whispered to himself, now gently placing the woman in front of the hospital. And little did he know, he was right.

Meanwhile in a dark and quiet building…

"So…Parker saw you?" Venom smiled evilly.

"Yes, he saw me. The burning building worked," Carnage laughed.

"Good. The kid is as dumb as I remember," Venom chuckled, now laying back on a dirty, old pillow.

"So what's the first phase?" Carnage cackled.

"We are going to use Spiderman to create a wonderful show," Venom said. "There is an Avengers' expedition and gala coming to town. What better way to "invite" them to our city than to crash the party!"

And with that, the two began to laugh happily as another figure came from the back room.

"Ah! Awake are you?!" Carnage huffed.

"Of course I am. I want to know more about this Spiderman," the voice replied.

"You will know more in due time." Venom smirked.

"When will I see this being? Is he similar to a symbiote?" the figure asked.

"No. We are of much better blood than he is. He is a human with weird powers," Carnage spat.

"And when we do get him, we will use him to get exactly what we want," Venom replied.

The figure nodded and then went back to the window and looked out. He was ready to meet this Spiderman and understand more about him.

Meanwhile in another part of town…

Peter had just gotten back to his apartment and his Aunt May was gone. He knew this was the time to check in with Tony. He pulled out his phone and dialed the billionaire.

"Hello?" Peter asked.

"Kid! I'm glad you're ok! Are you safe?!" Tony responded. "I was just going to call you!"

"Tony? Tony is everything ok?!" Peter asked.

"Listen kid. No matter what…stay low and do not use your powers unless absolutely necessary." Tony said gravely.

"Tony what's wrong?" Peter said, now a bit scared.

"The government has turned on us kid. They now believe we are just as much of a threat as Ultron and those other aliens we fought. We are trying to negotiate but until then keep a very low profile," Tony said.

"But what if someone is in trouble!" Peter said.

"You can help kid but make sure to get out of there as fast as possible. If the government catches you and tells your secret to the world, you are in just as much hot water as the rest of us," Tony said. "I've got to go now, but be careful. I'll call later to check on you."

"Ok bye," Peter said, now hanging up. He had a very bad feeling that was rising in the pit of his stomach.

The next day at school….

Peter was running late and he whipped around the corner fast to make it to class. If he was late one more time, he would be in a lot of trouble.

"Great! Just great!" he said, when suddenly he smacked into a large chest and went flying back on his bum. As he looked up, Nace was standing there.

"Peter? What are you running from?" he chuckled.

"I'm not running from anyone," Peter said, now standing up. But as he looked around him, he could see government tanks start coming down their street and yelling for all the young kids to be inside! The government had been on edge ever since they had alien invasions and differences of opinion with the Avengers. But his heart dropped when he saw a sign on one of the tanks passing. It read "Notify if any metahuman is found!"

Peter visibly gulped. The government was now acting as if they were the bad guys and they wanted to catch them all! Peter quickly turned and took off back for his apartment. School could wait! They had an even bigger problem on their hands!

* * *

 **guestsurprise: And here is the Spiderman story I have been contemplating. Let us see where this journey takes us.**

 **newbienovelistRD: I can't wait for more, Amiga! :D**


	2. Chapter 2

Peter ran down the street, but paused as he ran down an abandoned ally. He could feel his pulse rising and sweat was pouring down his face.

"This is crazy," Peter said, now feeling terrified.

"Peter, what are you doing?" a voice asked. Peter jumped so fast he almost fell again. He spun around angrily and saw Nace looking at him. "What's going on?"

"Why are you chasing me?!" Peter snapped.

"I'm not. You ran off so fast I thought something was wrong," Nace answered.

"Well everything is fine," Peter said, now turning around and seeing tanks roaming down the streets. Nace arched an eyebrow and looked at him.

"Hey…is everything really ok?" Nace asked.

"Yes," Peter said, now looking away.

"For someone who barely knows me you already don't like me huh?" Nace said nonchalantly, now sitting on top of a trashcan.

"What do you mean?" Peter asked.

"You already don't like me Peter and we've barely met," Nace smiled gently. Peter looked away, unsure of this new kid. He had only Ned as his friend and didn't really speak to many others. Especially after how bullied he was.

But before Ben could say anything else, he saw a police car stop right in front of the ally and an officer got out.

"Hey! What are you two doing here?!" The officer commanded to know.

"Nothing officer. This young one was skipping school and I was taking him back," Nace said, now standing and grabbing Peter gently by the shoulders.

"Hey! Let go!" Peter huffed.

"Hush Parker or else the cop is gonna take you in for skipping," Nace whispered quietly. The officer nodded.

"Well then, hurry up. You all shouldn't be out here right now," The officer said. The two nodded and then headed back down the pathway to school. Once they were out of the officer's vision, Peter looked at him.

"Ok thanks for the favor, but I need to get going," Peter said gently.

"Welcome. Just keep an eye out for cops," Nace smirked, now walking back towards the school. Peter was shocked. No one had ever went out of their way to help him except his aunt and Ned. But that could wait. He needed to keep an eye out for the Avengers bash that night.

Later that night…

Spiderman had his suit on and he knew that the party was being held for the Avengers. However, only Iron Man and Black Widow were making an appearance to make sure everyone would be safe.

"Keep an eye open…the government has agents here too," Iron Man said.

"I know," Black Widow responded.

But as they looked around, Iron Man noticed that Spiderman was looking through a nearby window. Tony smirked, knowing that he was there in case they needed back up.

Meanwhile, Peter was hoping that nothing terrible would happen. He was hoping that it would just be an ordinary night and everything would stay quiet. But as he saw them beginning to mingle, he noticed something slipping through the crowd. It was large and black!

"No…oh please no!" Peter gasped. But in a second, the large black figure stood up and let out a cackle! But no one was screaming! No matter, Peter jumped through the window and glass splattered everywhere! "VENOM GET OUT!"

"Why whatever is the matter?" Venom said, now gently twirling a nearby lady's hair. Even creepier, the woman was giggling.

"You monster! What have you done to these people?!" Spiderman huffed, now trying to throw a punch!

"What is the matter with you?" Venom smirked, now ducking and laughing. "Don't you want to meet your old friend?"

"You're no friend of mine!" Spiderman snapped.

"Kid, calm down…he's the entertainment," a guest called out.

"Entertainment?! You guys hired Venom as entertainment?!" Spiderman spat out. Spiderman then noticed another figured that was red and black putting peoples valuables into its' chest. "LOOK! He's stealing!"

"Stealing?! Why I would never do such a thing!" Carnage laughed, now putting his hands up and showing they were empty. He then did a flip over to Spiderman and stared at him hard. "Pleased to meet you boy!"

"W-What are you?! I thought Venom…" Spiderman began.

"Was the only symbiote? No…he is not. Allow me to introduce myself. My name is Carnage," he said, now pinching Spiderman's cheek roughly and making everyone laugh.

"I don't care who you are! You all need to get out of here!" Spiderman yelled, now slapping his hand away. But soon he was in shock as the guest began booing him and throwing things at him.

"Leave them alone!" a man said.

"They're not doing any harm!" another said.

"Get him out of here!" Another man yelled.

Spiderman was shielded by Iron Man and taken to another private room. Spiderman tried to pull away but Tony had him.

"Calm down kid. Look, I know you're upset. But that is why I said keep a low profile. The government is somehow connected with these symbiotes and I don't know how or why. They are guests tonight as entertainment," Tony explained.

"Why didn't you tell me this?" Spiderman asked.

"Because we didn't know until we got here Peter. That is why even more so we must stay alert." Tony said.

Peter nodded and followed his mentor back into the party room where the symbiotes were literally robbing people and entertaining at the same time. Spiderman clenched his fist and wanted nothing more than to punch them both in the jaw! Both knew they were making him angry but continued to taunt and tease him.

"Don't fall for the bait kid. If you do something that makes the guests angry, it could spell more trouble for the rest of us," Black Widow whispered.

"But what are we supposed to do then?! They're literally robbing people and…" Peter paused as he felt his side begin to hurt him.

"Kid…what's wrong?" Tony asked, now concerned.

"I-I don't know." Peter said.

"You seem tired. Go on home. If we need back up we'll call," Tony said, now gently leading him to the door.

"B-But…"

"No buts. We will be fine. Go on kid," Tony said gently. Peter nodded and then ran off into the night.

As he began to swing from building to building, his vision began to blur and he sat down on a building to take a break.

"W-What is happening to me?" he said, now trying to focus. But soon his vision began to swim even more and he soon blacked out!

A few minutes later…

Peter groggily opened his eyes and got to his feet and saw that he was outside his apartment. All he had to do was climb the wall and through the window! He smiled a small smile and weakly began to climb, but his eyes widened in horror as he noticed something. He couldn't climb up the wall at all! He kept slipping back down!

"W-What?" Peter said in confusion. He then tried again to jump up on the wall, but he fell backwards and almost broke his back as he fell hard on the ground! "What's the matter with me?!"

He then saw a large old and heavy piece of broken pipe sitting in the corner. He ran over and tried to pick it up and he couldn't move it at all!

"No…." Peter said gravely, his eyes widening in horror. "My powers! My powers are gone! GONE!"

* * *

 **guestsurprise: Oh dear. What do you think will happen next?**


	3. Chapter 3

Midnight, at the governor's mansion…

"You did perfectly," Venom chuckled as the governor came out and chuckled evilly.

"I think I am playing my part beautifully," the governor smirked.

"You just keep your part of the plan and we will go from there," Venom smirked.

"And as for the Avengers?" Carnage laughed evilly.

"We will be their undoing yet. The other Avengers are too "busy" to notice us and ever since we were guests at that event, we will always be in the government's good graces," Venom said.

"And what about that Spider kid?" The governor replied.

"He won't be a problem. He fell right into our trap. He made a fool of himself and everyone wants him out of the picture," Venom answered.

"But he will still try to stop us," Carnage said.

"Doesn't matter. That kid is the only superhero in this area. The other Avengers, even Iron Man and Black Widow, have been conveniently called to their own areas," Venom smiled happily.

But as they were talking, the fourth member of their crew just sat and listened. He didn't have anything to say at this time.

"That Parker kid just needs to be in the right place and the right time and we will get exactly what we want out of him," Venom chuckled.

"What are you going to do?" The figure finally asked.

"Simple. Spiderman, or aka Peter Parker, is going to help us get into the Avengers base. We will simply use him to destroy his own allies." Venom smiled.

"He won't help you willingly," the figure responded.

"Of course not. But he will when he knows what I will do if he doesn't," Venom smiled, now standing and stretching. "Come! The governor here has ordered some fresh tanks to go through the city! We need to start some mayhem!"

"Mayhem?" the figure asked, now standing. "But why?"

"Simple. We have to cause trouble to bring that kid out!" Venom said, now jumping out the window and Carnage following. The governor only smiled and turned to the remaining figure in the room.

"You're not going?" he asked.

"I will make my appearance when Venom needs me. I will watch from the rooftops," it replied, now running and diving out the window.

Meanwhile in the city…

Peter was sitting on a nearby rooftop, trying to understand what all was happening. His Aunt May was still not going to be home for a while. She had called him earlier and told him that. And even worse? How could he defend the city with no powers!

"It's a good thing she isn't here. There's too much going on!" Peter said, now running a hand down his face. He then pulled out his phone and called his friend, Ben Tennyson.

"Hello?" Ben asked.

"Ben! I'm glad you're ok! I need you to be very careful! There is something very strange going on here! Some of my enemies are being seen as good guys! Venom and Carnage!" Peter said.

"I've heard of those guys! They are definitely bad news. Do you need me to come?" Ben asked.

"No it's too dangerous. But make sure to keep a low profile Ben. I think we are all being watched," Peter answered.

Within a few moments, the friends hung up and Peter began to climb down the fire escape. As he began to climb down, he was grabbed roughly by the front of his uniform. He turned in horror to face Venom himself!

"Well, well…Parker…how are you doing?" Venom smirked evilly. "I didn't even need to cause mayhem. I found you!"

"Let go of me you creep!" Peter hissed.

"Now now Spiderman! Is that anyway to talk to your old friend?" Venom laughed.

"You're no friend of mine! Get away from me!" Peter snarled.

"Let's cool him off!" Carnage laughed, now running up and dumping a large bucket of cold water all over him!

"GAAAAAAAAAAHHHH! STOP THAT!" Peter said angrily. Venom then snatched his mask off his face and threw Peter in the corner.

"Now we have the wonderful Spiderman in our hands! Let's have some fun!" Venom said, now beating Peter hard in the back and face. Peter tried to defend himself but without his powers it was very hard!

"He's not fighting back very hard…PERFECT!" Carnage laughed, now kicking him hard in the stomach. Peter coughed hard and fell to the floor in pain and the two symbiotes laughed in evil bliss.

"This is it…" Peter thought. He knew he wouldn't withstand their beating for much longer. But as both were about to kick him as he curled up in a ball, a figure stood in front of him and made them halt.

"GET OUT OF THE WAY!" Carnage hissed angrily.

"You're ruining our fun!" Venom growled.

"But what good will he be for your plan if you continue to beat him?" the figure answered lowly. The symbiotes stared at them and then finally Venom spoke.

"Fine. Bring the boy to the mansion. We will have more fun with him later," Venom said, now turning and heading back.

"And I will be ready boy!" Carnage said, now swiping a clawed hand at Peter, but the figure caught his hand.

"Enough." The figure said.

"WHO ARE YOU TO GIVE ME ORDERS?!" Carnage thundered.

"I am simply telling you the best decision. Leave the boy in peace." The figure said.

"If I didn't know any better, I would say that you are more concerned about this boy than the mission," Carnage hissed, now turning and flipping into the night.

Peter was just in time to the figure turn and look at him and then he blacked out the moment it bent down towards him.

* * *

 **guestsurprise: What do you think will happen?**


	4. Chapter 4

Peter slowly opened his eyes and saw a symbiote figure looking at him with blank and cold eyes. He was similar in color to Venom and Carnage, but he seemed…different.

"GET AWAY FROM ME!" Peter spat out, weakly crawling away.

"Peter, calm down," the figure said, now reaching and grabbing his ankle.

"GO AWAY! SOMEONE HELP!" Peter screamed, now trying to wrench his ankle free. The figure looked unimpressed and definitely had a firm grip on the hero. Peter kept squirming and soon he felt the figure pull him closer and closer.

"I said remain calm kid," he said, now grabbing both Peter's legs as Peter tried to kick him.

"Calm?! You all kidnapped me! I'm not going to be calm!" Peter snapped.

"Peter…," the figure said. Peter looked at him closer and then noticed he began to change. He then gasped as the person in front of him was Nace. The new kid from his school!

"YOU?! YOU TRAITOR!" Peter yelled.

"I'm not a traitor. I had no idea you were Spiderman kid. I was sent to your school to simply be undercover, but I had no idea you would be in danger," he said, still holding his ankles.

"Why would a symbiote care about Spiderman? We're all enemies!" Peter hissed.

"I am different from the others. I do not see the enjoyment of destroying others. And if you do not listen to me, you will be in even more danger," Nace replied.

"Why should I? You're a symbiote?! And in plus, whose body did you steal?!" Peter huffed.

"I am more developed than the others. I can shape-shift. I do not need a human host." Nace replied.

Peter just looked away, having a hard time believing anything that had happened. How could a symbiote be good and want to help him?

"I want to help you because you are only a boy. Even if you are the great Spiderman, you need to stay out of this," Nace replied, now letting him go. "You and the other Avengers are in great danger."

"What do you mean?" he asked.

"Venom and Carnage are going to use the governor and a certain branch of the government to destroy all of the Avengers. If you don't escape, you too will be destroyed." Nace explained.

"I can't escape without my powers." Peter said lowly.

"WHAT?! What do you mean you have no powers?! You're Spiderman!" Nace said in shock.

"I know that but I lost them somehow!" Peter said, now looking frustrated.

Before Nace could say another word, Carnage burst in and walked over to Peter and grabbed his neck!

"You are just who I was looking for," Carnage smirked, now picking him up by the neck. But he quickly dropped him back down as Nace shoved him back.

"Enough Carnage! You need to leave him be. How can he be part of the plan if you keep harming him?" Nace hissed. Carnage growled and slashed at him, making him step back.

"Listen you! I've had enough of you defending this stupid kid! Just because you are Venom's last spawn does not mean that you can tell me what to do!" Carnage roared.

"Enough!" Venom growled, now walking in. "You both need to be quiet!"

And with that, Venom walked over to Peter and pulled him to his face. "Where is the location of the Avengers' tower?"

Ever since the Ultron threat, Tony made sure their base was under an invisible shield. Only the other Avengers knew of it.

"HA! So that's what you want me to do? Give away where our base is?" Peter scoffed. "Never."

"Big talk for a small child," Carnage said, now shoving him hard in the back. Peter sat up and sent a well-aimed kick to Carnage's legs and that made him fall on his backside. Growling in anger, he almost cut Peter in half with a swipe that Nace, once again, blocked.

"MOVE!" Carnage hissed.

"Perhaps your dodging skills need practice," Nace smirked. And with that, Carnage lunged at him. The two began to fight as Nace changed back into his symbiote form and Venom once again pulled Peter up by his shirt.

"You have a habit of causing everyone to either hate you or want to kill you. I, however, want to do both," he smirked evilly.

"Do whatever you want, but I'm never gonna sell out the Avengers," Peter spat out.

"Perhaps…or perhaps not." Venom smirked. "For you see, I can tell every single person on this planet your REAL identity."

That caused Peter's eyes to widen a bit, making them chuckle. "And furthermore, we can use you to tell us the other Avengers' identities as well." Carnage smirked.

But Peter stuck his chest out and grinted his teeth. He was prepared to do whatever he needed to to protect his friends! But what Peter didn't know is that he had a small device on him. A device that his friend, Ben, had planted. Ben could hear every single thing that was happening!

"I've got to do something!" Ben said in horror. He then jumped from his seat and took off for the Avenger's tower. If there was anyone who could help, it was Tony and Natasha.

Meanwhile, Peter growled as he kept those terrible aliens away from him! But they all came to a halt as the "governor" came into the room. Peter was about to chew him out when his mouth hung open! There in front of his eyes the governor changed into the symbiote Toxin!

"WHAT?! How many of you are there?!" Peter said in a horrified scream. "What did you do with the real governor?!"

"He's…unavailable," Toxin smirked evilly, making the others laugh. Peter then visibly gulped as he was surrounded by all four symbiotes. All looked at him with hungry and evil expressions, except Cyanide who now looked even more concerned. He mouthed to Peter to remain calm, but Peter began shaking.

"You know…we were going to let our newest spawn…Cyanide here…eat you or take over your body," Venom said.

"But…he doesn't need a human host as we thought. Come to think of it…he is the strangest of all of us," Toxin said, now eyeing the other symbiote in a strange way.

"I think he prefers people over us personally! He keeps defending this squirt every time I take a shot at him," Carnage huffed.

Cyanide didn't even flinch. He simply stood in front of Peter and watched as the others crowded around him.

"He simply doesn't know that people are worthless," Toxin cooed evilly. "He will once we destroy this boy."

"But why? What has this young boy done?" Cyanide, aka Nace, asked.

"He's Spiderman you moron! He's not just some random boy! He's a nuisance! He's foiled all of our plans and needs to be destroyed with the other Avengers! When they are all dead, we will rule the galaxy!" Carnage laughed.

Cyanide only watched them and then looked back at the terrified teen behind him. Peter then noticed that he was slowly gaining some strength back. He was able to put a small hole in the wall earlier from trying to escape. But he wasn't at full strength yet.

But before he could do anything else, he was picked up roughly by his neck by Venom once more. He was then tossed hard in a cage and the door was locked!

"Don't try and escape. If you do, we will kill you on the spot," Venom hissed, now walking out.

"Oh please try…I haven't had human blood in a while," Carnage coaxed devilishly.

"Come. We need to plan our assault on the Avengers tonight. Tomorrow, we will have a large press conference. When those heroes come, we will use him as a hostage to get the location of their tower and then finish them off!" Toxin said.

"I thought you wanted to destroy the tower," Cyanide said.

"NO! The tower will simply be our new base! The Avengers will be the only things destroyed tomorrow!" Toxin replied.

"YOU CAN'T DO THIS!" Peter snarled, now clenching the bars of the cage.

"We already have," Venom smirked, now walking out with the others and leaving Cyanide and Peter alone. Cyanide looked between the others and Peter and then gently knelt down by his cage.

"Peter. You need to cooperate with them or they will kill you." Cyanide replied.

"NEVER! They are nothing but evil! Why are you with them?! You're nothing like them!" Peter said.

"I am a symbiote. We will always be an enemy to you and your team," Cyanide replied.

"But Nace…you're not like them. You're different. You were kind to me at school and you saved me a few times here. You're not a monster like them!" Peter said. "Help me get free!"

"Now tell me…what happened to your powers? Without them, escaping will be almost impossible," Cyanide asked.

"I don't know. Something is wrong with me! I'm not strong anymore or able to climb walls!" Peter said.

Cyanide was thoughtful for a moment and noticed that Peter looked exhausted and agitated. "Just a question young human…have you rested?"

"What are you talking about?" Peter asked, now clearly confused.

"I mean really rested. Your powers could be fading because you are not taking the time to rest and rejuvenate. Every animal and human needs time to rest and rejuvenate. If you have not been, that could explain your lack of power," Cyanide said.

Peter was about to respond, but stopped. Could it be Cyanide was right? It was true that he hadn't rested for a while so maybe that was what he was missing! But after a moment, Cyanide stood up and looked at Peter in concern.

"I hope you have a plan Peter. The help I can give is limited. But you need to find a way to escape now," Cyanide said, now walking out of the room.

Peter just sank down to the floor of his cage. He was sore, tired, and not sure what he was going to do!

Meanwhile…

"These monsters have Peter! I overheard them! They have him at the governor's mansion!" Ben said to Tony.

"We can handle it, don't worry." Tony replied.

"But you know they want something out of him, but what?" Black Widow asked.

"Not sure. But we need to be there tomorrow. At least we know that "Avenger presentation or conference" is some sort of trap," Tony said.

"But what about Peter? We don't know what they will do with him," Ben asked in worry.

"We will find a way to get him Ben. But we have to have a plan or else Peter can be in even more danger." Tony said.

"But something must be wrong if he hasn't escaped yet," Black Widow said.

"They could have injured him to where he's too weak to escape. Poor kid." Tony thought outloud. "But don't worry. We will rescue him."

* * *

 **guestsurprise: Hope you all enjoyed it! The finale is coming!**


	5. Chapter 5

Peter slowly ran a hand through his hair as he heard whispering in the next room. He knew that he didn't have a way to get away from these creatures at this time, so he had no choice but to sit tight. He knew he could possibly die, but there seemed to be no way out.

"Peter," a voice whispered. It snapped him out of his thoughts.

"What?" Peter said, now glancing over towards the voice.

"They are coming now! Why are you still here?" the voice said, now sounding agitated.

"I don't have a way out of here!" Peter said, now feeling a bit scared.

But before Cyanide could say anything else, Venom came in and hoisted the cage high into the air.

"It's time boys. Let's destroy those Avengers!" Venom chuckled. They all smiled at each other devilishly and then ran out into the night. Peter and Cyanide briefly made eye contact and Cyanide gasped as Peter looked like he would literally faint in fear!

An hour later…

Peter was being held in chains in the front of an empty auditorium. Venom and the others had already sent a message publicly to the Avengers and they were on their way! Once they arrived, Iron Man and Black Widow snarled at seeing Peter in such a rough and weakened manner.

"Kid! Break free," Iron Man whispered to where Peter could hear him.

"I-I can't," Peter weakly replied. Iron Man squinted his eyes in confusion and then did a quick scan on Peter. Once he realized the source of the problem, he rolled his eyes in annoyance.

"Kid, you've overdone it and overworked yourself. That's why your powers are weakened severely," Iron Man huffed.

"What are we going to do?" Black Widow asked.

"We wait to see what they're going to do," Iron Man said, now seeing the symbiotes coming forward.

"Well…well, Iron Man and Black Widow," Venom smirked. "So glad you could make it."

"LOOK OUT!" Peter screamed, now seeing Carnage and Toxin jump at them and begin fighting them. Carnage was trying to rip Iron Man apart and Toxin was bent on eating Black Widow!

"Not today creep!" Black Widow hissed, now landing a hard punch on Toxin's jaw.

"That won't stop me human!" he smirked, now using his long tongue to wrap around her leg and slam her into a wall.

"Kill them!" Venom yelled, now helping Carnage attack Iron Man. They both tried to slash his armor open, but he kept them at bay with his blasters!

At that time, Cyanide tried to break the chains, but Toxin spotted him.

"YOU! WHAT ARE YOU DOING?!" Toxin howled.

"I'm going to eat him…" Cyanide said, clearly hiding the fact he was trying to help.

"No young one. Leave him be for now," Toxin smirked. "I am glad you are feeling more bloodthirsty, but we need him for our plan. Take his mask off! People are approaching!"

For they had given Peter his mask again, but now that people heard the fighting and were coming over to see it, this was the perfect opportunity to use Peter as bait!

"Either tell us where the tower is or we will show the world your identity!" Toxin roared.

"No kid! Don't do it!" Iron Man called out.

"He'll kill every Avenger if you do!" Black Widow yelled out, now trying to break free of Toxin.

"Kill? I will kill you all on this spot right now. Why wait for the others?" Toxin laughed, now trying to squeeze her neck. Choking out her breaths, Black Widow tried to kick him but he was too strong. "Say goodnight Black Widow," the evil alien whispered.

"NOOOOOOOOOOO!" Peter screamed, now breaking free of his chains and charging at Toxin. He rammed into him with all his might and soon the two went tumbling into some nearby rubble. In the confusion, Cyanide picked up Black Widow and moved her aside.

"Kid, look out!" Iron Man yelled, now seeing Venom and Carnage running towards Spiderman.

"Gotten a second wind kid?!" Venom hissed, now kicking at Spiderman.

"Allow me to take the wind out of you permanently!" Carnage bellowed, now trying to slice Spiderman into ribbons.

Spiderman jumped back and used his webbing to tie them together. He knew it wouldn't hold them long and he knew his powers weren't completely back because he was exhausted, but he had to do something!

"Kid, you ok?" Iron Man asked, now landing and gently checking Spiderman. "Those are some nasty gashes." He said, now observing the deep wounds the symbiotes caused.

"I'm fine," Spiderman panted out. But as he turned around, he noticed that the police force was arriving. Only this time, they were coming to help them!

"We found out that the symbiotes corrupted only one branch of the government. We alerted the higher authorities and now they have sent reinforcements to help us." Iron Man said. The symbiotes snarled and broke free of the webbing and ran away in anger.

"One day, you will be destroyed Spiderman," Carnage hissed.

"And we will destroy everything you love," Venom added.

"And everyone you care about." Toxin sneered.

"Get out of here monsters!" Iron Man yelled, now blasting at them and almost frying their hindquarters. They angrily ran over the top of the buildings with police helicopters after them!

Meanwhile, Iron Man turned back to see only one last symbiote looking at him with blank but curious eyes. It then turned to Spiderman.

"Goodbye for now Parker. I must say you have proven yourself for one so young," Cyanide said lowly.

"Stay with us Nace. You will only get into trouble with them," Peter pleaded.

"I cannot. I am a symbiote Peter and I am your natural enemy." Cyanide said.

"But you did help us." Iron Man added. Black Widow was finally coming around, but was still in a daze.

"And you saved me," she said quietly.

"I am glad I could help, but I belong with my own kind just like you belong with yours Peter. Perhaps one day our paths will cross again," Cyanide replied, now turning and running into the distance.

"Why?! Why did he stay with them?!" Peter said in shock.

"Because he feels that he belongs with them. Hopefully in time he will see who he really needs to be with," Iron Man said.

"And Peter…you need to get back to sick bay. You're very hurt," Black Widow said.

Peter nodded and allowed Iron Man to pick he and Black Widow up as they flew back to the safer part of the city, ignoring reporters who tried to get the inside scoop on what just happened.

An hour later…

Peter was sitting on a comfy bed at the Avengers tower as Tony sat next to him.

"I'm proud of you kid. You really proved yourself back there," Tony said.

"What do you mean?" Peter asked.

"Well you could have just given away our location and saved your own skin, but you didn't. You really showed what it means to be a true hero," Tony replied.

"I had a good role model," Peter smirked. Tony chuckled and ruffled his hair.

"Thanks kid. Now enough sentimental stuff…get some rest. You deserve it. And not to worry; those symbiotes will be captured in no time." Tony said.

"And Nace?" Peter asked. Tony knew all about Nace/Cyanide after Peter told him about him.

"He has to make a decision to join us. But he has proven he is different. Perhaps one day, he will change his mind," Tony said. "Now rest."

Peter nodded and laid back down on the bed as Tony left. For the first time in months, he was happy to just sit back and relax. And as he did, he could already feel his powers slowly but surely returning. And as for Cyanide, perhaps one day…he would return.

* * *

 **guestsurprise: Hope you all enjoyed the finale and this story!**

 **newbienovelistRD: Sure did, Amiga! Let's talk story talk in a different story! :)**


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